SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Adkison Mark

(Last)

(First)

(Middle)

26 HARBOR PARK DRIVE

(Street)

PORT WASHINGTON

11050

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NATIONAL MEDICAL HEALTH CARD SYSTEMS INC [ nmhc ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Specialty Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	11/09/2005		A		1,400	A	$0	1,400	D
Common Stock⁽²⁾	09/07/2006		A		2,620	A	$0	4,020	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$27.5	12/02/2005		A		5,100		12/02/2006⁽³⁾	12/02/2012	Common Stock	5,100	$0	5,100	D
Option to Purchase Common Stock	$15.2	09/07/2006		A		9,510		09/01/2007⁽⁴⁾	09/07/2016	Common Stock	9,510	$0	9,510	D

Explanation of Responses:

1. Represents restricted stock that was issued November 9, 2005. One hundred percent of such stock vests on November 9, 2009.

2. Represents restricted stock that was issued September 7, 2006. One hundred percent of such stock vests on September 7, 2010.

3. The option is exercisable in three installments. The first installment of options to purchase 1,275 shares of common stock became exercisable on December 2, 2006. The second installment of options to purchase 1,275 shares of common stock will become exercisable on December 2, 2007. The third installment of options to purchase 1,275 shares of common stock will become exercisable on December 2, 2008.

4. The option is exercisable in four installments. The first installment of options to purchase 2,377 shares of common stock became exercisable on September 1, 2007. The second installment of options to purchase 2,377 shares of common stock will become exercisable on September 1, 2008. The third installment of options to purchase 2,378 shares of common stock will become exercisable on September 1, 2009. The fourth installment of options to purchase 2,378 shares of common stock will become exercisable on September 1, 2010.

	/s/ Linda Cheung, Attorney-in-Fact	10/11/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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